MILLEDGEVILLE, Ga. - Outside, the prison resembles nothing so much as a low-lying suburban office park or a modern middle school. It sits in a wooded area far off the main road south of Milledgeville, a central Georgia town of antebellum mansions and a distinctly Southern air.

Five prisons are clustered here, not counting a youth detention facility, making the care and feeding of convicts the economic lifeblood of the area. In such a setting, the Georgia Women's Correctional Institution is an utterly unremarkable presence.

Its appearance is at odds, however, with the image conjured by stories of late - stories of rape, of pregnancies and forced abortions, of women prisoners left stripped and bound for weeks.

The women - Jane Does, they are called - have been coming forward for months, almost 200 in all. They tell of women treated like dogs, bound and fed from dishes shoved under their faces; of guards photographing women engaged in sex acts; of inmates being taken off the grounds to work as prostitutes.

The allegations, in their totality, suggest a prison out of control, a place where even the men in charge tolerated, if not condoned, rampant abuse for at least 13 years.

"They allowed this whole culture of abuse," says Robert Cullen, a legal-services attorney representing the inmates in a class-action lawsuit. "Abuse was OK. It didn't matter. . . . Everybody became sort of inoculated to the abuse that was ongoing."

Sex between guards and female inmates is a given in prison; whether consensual or coerced, it has always taken place. A number of states, including California, Ohio, Minnesota, Michigan and New York, have had similar controversies. But Brenda Smith, director of the Women in Prison Project of the National Women's Law Center, says she knows of no investigation as widespread as the one in Georgia.

The report of one former prisoner, Phyllis Hoffman, is typical of the stories of abuse at the facility.

Hoffman, 29, a waitress in a south Georgia short-order restaurant, says she was raped by a guard while on a work detail on the prison grounds.

The guard, Michael Harvey, allegedly forced her to have sex after taking her into the woods to collect pine straw, says Hoffman, who was imprisoned for possession of crack cocaine. But she says the harassment began long before that.

Rather than report the assaults, Hoffman says, she "played sick" to keep from going on work details and was transferred to another prison.

"A lot of things happened to me when I was young that made me keep quiet," notes Hoffman, who says she was raped as a child. "I felt like if I said anything, nobody would have believed me."

She recently filed a $1.5 million lawsuit against the prison system.

Although the allegations of blatant sexual misconduct have received the most attention, some of the most troubling charges involve the treatment of women deemed suicidal.

These women were stripped, placed in straitjackets and bound by chains for days - a practice Cullen calls "hog-tying." Mary Esposito, the prison's new warden, prefers to say the women were "restrained." Both agree the practice was used improperly.

At least one woman alleges she was stripped and restrained because she refused a guard's sexual advances. If prison logs are to be believed, says Cullen, the practice was widespread and women were bound for as many as 20 days, sometimes not even being freed to eat or go to the bathroom.

Allen Ault, special assistant to the corrections commissioner appointed in October to address the problem, says he has talked with some of the women, and "most of the stories that I've heard have been credible."

At least partly acknowledging the problem, state prison officials fired one warden and demoted another Dec. 7 because of their poor stewardship. Also, 14 prison employees, including the guard Harvey, were indicted in November on charges of abusing inmates.

Some allegations go back to 1979, before a similar prison scandal resulted in the firing of a deputy warden and the passing of legislation making it a felony for guards to engage in sex with prisoners, one of the few such laws in the nation.

But critics say the law had little effect within the facility: Sexual abuse was unabated. And although in some cases sexual relations between inmates and staff were consensual, corrections officials say that also will no longer be tolerated.

Officials say the problems here are a manifestation of strains that affected women's prisons nationally during the 1980s, as their combined population tripled to a record 40,556 - mostly the result of a 307 percent increase in women's drug arrests. Prison staffing and training lagged.

Ault acknowledges that the Georgia system was slow to react but insists it is improving. The investigation that resulted in November's indictments has been widened to include two other women's facilities. Since March, a steady stream of women have taken polygraph tests or given sworn statements implicating about 50 prison employees. Ten people have been fired, nine have resigned, five have been transferred and six have been suspended. Additional indictments are expected.

Esposito, a veteran administrator who was brought in last April, has installed a new administrative team and is instituting reforms designed to regain inmates' trust.

Sherry Shepherd, prison coordinator for drug treatment and education, says about 80 percent of the inmates have been involved with drugs, and about the same percentage are survivors of incest, domestic violence or sexual abuse.

"Many of these are fragile young women," Ault notes.

According to Davis, a major part of the problem is that the prison has been run almost exclusively by white men.

"Men are the women's keepers and completely control their present and their futures," she argues. "That is an invitation to abuse. . . . This is as exaggerated, as distorted, a power relationship as you can get."

As women's prisons have filled to capacity, Esposito says, many states have not dealt with the fact that it costs more to incarcerate a woman than a man. In part, this is caused by the economics of scale - women constitute only about 6 percent of the U.S. prison population - and by women requiring more health services than men, she says.

And unlike specialized men's facilities, Esposito's prison houses the young, the old, the mentally ill, the chronically ill and the acutely ill. This makes the prison more difficult to manage and puts greater stress on the staff, she contends.

An easy solution might be to hire only female guards, but prison officials say that doing so could subject them to charges of sexual discrimination. They also note that four women were among the 14 staff members indicted for sexual assault.

Nevertheless, they are studying which prison jobs might be made gender-specific without violating civil-rights laws.

"We're trying to decrease the possibility that males and females will be alone," Esposito says.